EMP METALS CLOSES CONVERTIBLE LOAN AGREEMENT WITH TEMBO

Executive Summary

• EMP Metals closed a $3 million US convertible loan with Tembo Capital, extending the loan maturity to June 30 2027 and setting a conversion price of CDN $0.425 per share.
• An arrangement fee of US $150,000 was satisfied by issuing 485,294 common‑share purchase warrants exercisable at CDN $0.425 until Jan 5 2028.
• Post‑closing, Tembo’s holdings represent ~19.6% (non‑diluted) to ~24.6% (partially diluted) of EMP Metals’ outstanding equity, giving the investor significant upside potential.

Key Details

• Loan Amount: US $3,000,000 (principal) plus accrued interest at 13.5% per annum.
• Maturity Extension: From Dec 31 2025 to June 30 2027 (subject to further extension).
• Conversion Terms: Loan (including interest) convertible into common shares at CDN $0.425 per Conversion Share.
• Arrangement Fee: US $150,000 satisfied by issuance of 485,294 warrants; each warrant allows purchase of one share at CDN $0.425, exercisable until Jan 5 2028.
• Resale Restrictions: All securities issued under the agreement and the arrangement fee warrants are restricted from resale for four months from issuance.
• Tembo’s Pre‑Closing Holdings: 23,585,680 common shares + 2,298,000 warrants (~19.63% non‑diluted, ~21.14% partially diluted).
• Temmo’s Post‑Closing Holdings: 23,858,680 common shares + 2,783,294 warrants + the $3 M loan (≈19.63% non‑diluted, ≈24.59% partially diluted assuming warrant exercise and loan conversion).
• Use of Proceeds / Purpose: Not explicitly disclosed; securities are held for investment purposes with Tembo retaining rights to acquire or dispose of additional shares based on market and company conditions.

Notable Quotes

(No direct quotes were provided in the release.)